8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  April 16, 2003

AVOCENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE	000-30575	91-2032368
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
4991 CORPORATE DRIVE HUNTSVILLE, ALABAMA 35805
(Address of Principal Executive Offices / Zip Code)
(256) 430-4000
(Registrant’s telephone number, including area code)

Item 5.    Other Events and Regulation FD Disclosures.

On April 16, 2003, Avocent Corporation publicly disseminated a press release announcing the Board of Directors of Avocent Corporation had elected John R. Cooper as Chairman of the Board and elected Edwin L. Harper as lead independent director.  The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.2 hereto.

Item 9.    Regulation FD Disclosure.

On April 16, 2003, Avocent Corporation publicly disseminated a press release announcing the financial results for its first quarter ended March 28, 2003.  The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.3 hereto.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AVOCENT CORPORATION
Dated: April 16, 2003	By:	/s/ Douglas E. Pritchett
			Douglas E. Pritchett
			Senior Vice President of Finance, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Document
Press Release dated April 16, 2003	Exhibit 99.2
Press Release dated April 16, 2003	Exhibit 99.3

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EX-99.2

Exhibit 99.2

Contact:  Dusty Pritchett

Senior Vice President of Finance
and Chief Financial Officer

256-217-1300

AVOCENT CORPORATION NAMES JOHN R. COOPER

CHAIRMAN OF THE BOARD

EDWIN L. HARPER NAMED LEAD INDEPENDENT DIRECTOR

HUNTSVILLE, Ala. — April 16, 2003 — Avocent Corporation (Nasdaq:AVCT) today announced that John R. Cooper was elected Chairman of the Board in addition to his role as President and Chief Executive Officer.  He succeeds Stephen F. Thornton who continues as a Director of the Company.  The Board of Directors also elected Edwin L. Harper as lead independent director.

Mr. Cooper (age 55) was elected President and Chief Executive Officer of Avocent Corporation in March 2002.  He has served as a member of Avocent’s Board of Directors since its formation by the merger of Cybex Computer Products Corporation and Apex Inc. in July 2000, and served as a member of Cybex’s Board of Directors since 1998.  Mr. Cooper formerly served as Senior Vice President and Chief Financial Officer of ADTRAN, Inc. (Nasdaq: ADTN), a manufacturer of telecommunications products, which he joined in 1996.  Prior to joining Adtran, he was the managing partner of the Birmingham office of Coopers & Lybrand LLP.

Edwin L. Harper (age 58) has served as a member of Avocent’s Board of Directors since its formation in July 2000, and served as a member of Apex’s Board of Directors since 1996.  He currently serves as Chairman of the Company’s Compensation Committee.  Mr. Harper is also a director of Ditech Communication Corporation (Nasdaq: DITC).

Mr. Thornton, the founding CEO of Cybex and the CEO of Avocent from its formation until  March 2002, stated, “I am pleased that John will follow me not only as CEO but also as Chairman.  The last year has gone exceptionally well, and I look forward to continuing on the Board knowing that Avocent is in good hands with John as Chairman and CEO and Ed Harper as lead independent director.”

About Avocent Corporation

Avocent Corporation is the leading supplier of connectivity solutions for enterprise data centers, service providers, and financial institutions worldwide.  Branded products include

switching, extension, remote access, and video display solutions.  Additional information is available at: www.avocent.com.

Forward-Looking Statements

This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995.  These include statements regarding future growth and governance of the Company.  These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with general economic conditions, risks attributable to future product demand, sales, and expenses, risks associated with reliance on a limited number of customers, component suppliers, and single source components, risks associated with product design efforts and the introduction of new products and technologies, and risks related to OEM sales.  Other factors that could cause operating and financial results to differ are described in Avocent’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2003.  Other risks may be detailed from time to time in reports to be filed with the SEC.  Avocent does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.

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EX-99.3

Exhibit 99.3

Contact:    Dusty Pritchett

Senior Vice President of Finance
and Chief Financial Officer

256-217-1300

AVOCENT REPORTS IMPROVED FIRST QUARTER RESULTS

HUNTSVILLE, Ala. (April 16, 2003) - Avocent Corporation (NASDAQ:AVCT) today reported a 15% increase in first quarter sales, accompanied by increased operating income and net income for the first quarter ended March 28, 2003.

“Our improved results for the first quarter were due to higher sales of Avocent branded products and increased demand for our proprietary digital products,” stated John R. Cooper, president and chief executive officer of Avocent Corporation.  “We were pleased with our sales growth across domestic and international markets and from all major customer groups in the first quarter.

“Sales of digital products continued to strengthen and accounted for over 33% of first quarter sales.  We believe our customers are choosing Avocent’s digital solutions because of their scalability and flexibility in large server environments.  Our proprietary KVM over IP design eliminates distance limitations for IT staff, providing them with access and control from their desks, the NOC (network operating center) or from any location in the world.

“We invested $6.3 million, or 8.9% of sales, in research and development during the first quarter.  Our focus remains on new product development and expanding control of devices in the data center environment through our proprietary products and technology.  We also continue to invest in improving our manufacturing efficiency to enhance margins of existing products.  These efforts have been instrumental in building our margins as products are introduced and we fine-tune our designs to reduce costs, enhance quality and increase manufacturing through-put,” continued Mr. Cooper.

First Quarter Results

Net sales for the first quarter rose 14.6% to $71.2 million compared with sales of $62.1 million in the first quarter of 2002.  OEM sales rose 19.3% from the first quarter of 2002 and accounted for 46.6% of total first quarter 2003 sales.  Reseller/distributor sales rose 9.9% from the first quarter of last year and accounted for 50.7% of sales.  Sales in the U.S. increased 13% and accounted for 59.5%, or $42.3 million, of first quarter 2003 sales.  International sales increased by 16% to $28.8 million, or 40.5% of total first quarter 2003 sales.

AVCT Reports First Quarter Results

April 16, 2003

Gross profit for the first quarter rose to $39.8 million with a gross margin of 56.0% compared with gross profit of $30.8 million and a gross margin of 49.5% in the first quarter of 2002.  Avocent's digital product line, which has a higher than average gross margin, has grown from approximately 19% of sales in the first quarter of 2002 to over 33% of sales in the first quarter of 2003.

SG&A expenses for the first quarter were $15.6 million (21.9% of sales) compared with $15.5 million (24.9% of sales) in the first quarter of 2002.  SG&A expenses in the first quarter of 2002 included a charge of $2.7 million related to the write-off of deferred legal costs in the patent protection litigation.

Income prior to intangible amortization and merger-related expenses rose to $13.7 million, or $0.29 per diluted share, compared with income prior to intangible amortization and merger-related expenses of $8.4 million, or $0.18 per diluted share, in the first quarter of 2002.  Intangible amortization and merger-related expenses totaled $5.6 million in the first quarter of 2003 and $8.1 million in the first quarter of 2002.

GAAP net income for the first quarter of 2003 was $8.2 million, or $0.18 per diluted share.  This compares with a net income of $0.3 million, or $0.01 per share, in the first quarter of 2002.

Avocent’s balance sheet and cash position remained strong as of March 28, 2003.  The Company’s cash flow from operations was over $18 million for the first quarter of 2003 with $240.5 million in cash, cash equivalents, and investments at the quarter’s end.

Conference Call Information

Avocent will provide an on-line, real-time Web-cast and rebroadcast of its first quarter results conference call to be held April 16, 2003.  The live broadcast will be available on-line at www.avocent.com and at www.vcall.com beginning at 10:00 a.m. central time.  The on-line replay will follow immediately and continue for 30 days.

About Avocent Corporation

Avocent Corporation is the leading supplier of connectivity solutions for enterprise data centers, service providers, and financial institutions worldwide.  Branded products include switching, extension, remote access, and video display solutions.  Additional information is available at: www.avocent.com.

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Forward-Looking Statements

This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995.  These include statements regarding future SG&A and R&D expenses, future margins, the size and growth of the potential markets for Avocent’s products and technology in the future, product development, strategic investments, and new product introductions, engineering and design activities, and manufacturing efficiencies in the future.  These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with general economic conditions, risks attributable to future product demand, sales, and expenses, risks associated with reliance on a limited number of customers, component suppliers, and single source components, risks associated with product design efforts and the introduction of new products and technologies, and risks related to OEM sales.  Other factors that could cause operating and financial results to differ are described in Avocent’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2003.  Other risks may be detailed from time to time in reports to be filed with the SEC.  Avocent does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.

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AVOCENT CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share data)

	For the Quarter Ended March 28, 2003
	Operational		Adjustments *			GAAP
Net sales	$	71,162				$	71,162
Cost of sales	31,332		$	233		31,565
Gross profit	39,830		(233		)	39,597
Research and development expenses	6,334		478			6,812
Selling, general and administrative expenses	15,571		1,088			16,659
Amortization of intangible assets	—		6,156			6,156
Operating income	17,925		(7,955		)	9,970
Other income (expense), net	848		(14		)	834
Income before income taxes	18,773		(7,969		)	10,804
Provision for income taxes	5,033		(2,396		)	2,637
Net income	$	13,740	$	(5,573	)	$	8,167
Earnings per share:
Basic	$	0.30				$	0.18
Diluted	$	0.29				$	0.17
Weighted average shares and common equivalents outstanding:
Basic	45,413		—			45,413
Diluted	46,854		(163		)	46,691

	For the Quarter Ended March 29, 2002
	Operational		Adjustments *			GAAP
Net sales	$	62,103				$	62,103
Cost of sales	31,352		$	488		31,840
Gross profit	30,751		(488		)	30,263
Research and development expenses	5,597		840			6,437
Selling, general and administrative expenses	15,484		4,439			19,923
Amortization of intangible assets	—		5,297			5,297
Operating income (loss)	9,670		(11,064		)	(1,394		)
Other income (expense), net	1,364					1,364
Income (loss) before income taxes	11,034		(11,064		)	(30		)
Provision for income taxes	2,658		(2,991		)	(333		)
Net income (loss)	$	8,376	$	(8,073	)	$	303
Earnings (loss) per share:
Basic	$	0.19				$	0.01
Diluted	$	0.18				$	0.01
Weighted average shares and common equivalents outstanding:
Basic	44,828					44,828
Diluted	46,143		(445		)	45,698

* Note: Adjustments relate to amortization of deferred compensation (from the capitalization of the value of stock options assumed) and intangibles recorded as the result of the merger of Apex and Cybex in July 2000, the acquisition of Equinox in January 2001 and the acquisition of 2C in August 2002.  The calculation of weighted average shares and common equivalents outstanding differs due to excluding the average unamortized deferred compensation expense in calculating the operational diluted shares outstanding.

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AVOCENT CORPORATION

Condensed Consolidated Balance Sheets

(Dollars in thousands)

	March 28, 2003		December 31, 2002
	(Unaudited)
Cash, cash equivalents and short-term investments	$	173,525	$	169,318
Accounts receivables, net	38,840		36,313
Current and deferred income tax receivable	5,613		6,541
Other receivables, net	1,028		1,191
Inventories, net	21,264		24,422
Other current assets	3,426		3,256
Total current assets	243,696		241,041
Investments	66,989		46,572
Property and equipment, net	23,759		24,313
Goodwill, net	203,625		203,625
Intangible assets, net	46,485		52,601
Other assets	459		455
Total assets	$	585,013	$	568,607
Accounts payable and other accrued expenses	$	11,294	$	14,159
Income tax payable	10,481		6,901
Other current liabilities	12,511		13,662
Total current liabilities	34,286		34,722
Non-current liabilities	14,061		16,213
Total stockholders’ equity	536,666		517,672
Total liabilities and stockholders’ equity	$	585,013	$	568,607

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